Termination Obligations. The Supplier shall comply with all of its obligations contained in the Exit Plan. Upon termination or expiry (as the case may be) or at the end of the Termination Assistance Period (or earlier if this does not adversely affect the Supplier's performance of the Ordered Panel Services and the Termination Assistance and its compliance with the other provisions of this Contract Schedule 2), the Supplier shall: cease to use the Customer Data; provide the Customer and/or the Replacement Supplier with a complete and uncorrupted version of the Customer Data in electronic form (or such other format as reasonably required by the Customer); erase from any computers, storage devices and storage media that are to be retained by the Supplier after the end of the Termination Assistance Period all Customer Data and promptly certify to the Customer that it has completed such deletion; return to the Customer such of the following as is in the Supplier's possession or control: all materials created by the Supplier under this Legal Services Contract in which the IPRs are owned by the Customer; any equipment which belongs to the Customer; any items that have been on-charged to the Customer, such as consumables; and any sums prepaid by the Customer in respect of Ordered Panel Services not delivered by the Expiry Date; vacate any Customer Premises; remove the Supplier Equipment together with any other materials used by the Supplier to supply the Ordered Panel Services and shall leave the sites in a clean, safe and tidy condition. The Supplier is solely responsible for making good any damage to the sites or any objects contained thereon, other than fair wear and tear, which is caused by the Supplier and/or any Supplier Personnel; provide access during normal working hours to the Customer and/or the Replacement Supplier for up to twelve (12) Months after expiry or termination to: such information relating to the Ordered Panel Services as remains in the possession or control of the Supplier; and such members of the Supplier Personnel as have been involved in the design, development and provision of the Ordered Panel Services and who are still employed by the Supplier, provided that the Customer and/or the Replacement Supplier shall pay the reasonable costs of the Supplier actually incurred in responding to requests for access under this paragraph. Upon termination or expiry (as the case may be) or at the end of the Termination Assistance Period (or earlier if this does not adversel...
Termination Obligations. 6.1 In addition to the obligations as set out in Clauses 35 (Termination) and 36 (Consequences of Termination and Expiry) of the Agreement, the Provider will comply with all of its obligations contained in the Exit Plan.
6.2 Within six (6) months of the Expiry Date (except where the Service will be rolled over to the following Funding Year) or Termination Date:
6.2.1 the Provider will, subject to the requirement to retain one copy for the purpose of compliance with Clause 52 (Continuing Obligations) and the retention requirements of this Agreement, erase from any computers, storage devices and storage media that are to be retained by the Provider, all Department Data;
6.2.2 the Provider will return or make available for the Successor Provider or the Department to use such of the following as is in the Provider's possession or control:
6.2.2.1 all materials created by the Provider under this Agreement, the IPRs in which are owned by the Department;
6.2.2.2 details of work volumes and staffing requirements over the twelve (12) month period immediately prior;
6.2.3 the Provider will:
6.2.3.1 with respect to learning or training in progress, documenting the current status and stabilising for continuity during transition;
6.2.3.2 provide assistance and expertise as necessary to examine all governance and reports in place for the provision of the Services;
6.2.3.3 answer all reasonable questions from the Department and/or its Successor Provider regarding the Services;
6.2.3.4 agree with the Department and/or the Successor Provider a plan for the migration of the Department Data to the Department and/or the Successor Provider. The Provider will fully co-operate in the execution of the agreed plan, provide skills and expertise of a reasonably acceptable standard; and
6.2.4 each Party will return to the other Party all Confidential Information of the other Party and will certify that it does not retain the other Party's Confidential Information save to the extent (and for the limited period) that such information needs to be retained by the Party in question for the purposes of providing or receiving any Services.
6.3 Except where this Agreement provides otherwise, all licences, leases and authorisations granted by one Party to the other in relation to the Services will be terminated with effect from the Expiry Date or Termination Date.
Termination Obligations. The Executive agrees that on or before termination of employment, he will promptly return to the Company all documents and materials of any nature pertaining to his work with the Company, including all originals and copies of all or any part of any Proprietary Information or Inventions (as defined below) along with any and all equipment and other tangible and intangible property of the Company. The Executive agrees not to retain any documents or materials or copies thereof containing any Proprietary Information or Inventions. The Executive further agrees that: (i) all representations, warranties, and obligations under Articles 6, 7, 8, 10, 11, 12, 14.1, 14.2 and 14.3 contained in this Agreement shall survive the termination of the Period of Employment; (ii) the Executive's representations, warranties and obligations under Articles 6, 7, 8, 10, 11, 12, 14.1, 14.2 and 14.3 shall also survive the expiration of this Agreement; and (iii) following any termination of the Period of Employment, the Executive shall fully cooperate with the Company in all matters relating to his continuing obligations under this Agreement, including but not limited to the winding up of pending work on behalf of the Company, the orderly transfer of work to the other employees of the Company, and the defense of any action brought by any third party against the Company that relates in any way to the Executive's acts or omissions while employed by the Company. The Executive also agrees to sign and deliver the Termination Certificate attached hereto as Exhibit A prior to his termination of employment with the Company.
Termination Obligations. (a) Director agrees that all property, including, without limitation, all equipment, tangible proprietary information, documents, records, notes, contracts, and computer-generated materials provided to or prepared by Director incident to the Services and his membership on the Company’s Board of Directors or any committee therefore the sole and exclusive property of the Company and shall be promptly returned to the Company at such time as the Director is no longer a member of the Company’s Board of Directors.
(b) Upon termination of this Agreement, Director shall be deemed to have resigned from all offices then held with Company by virtue of his position as Board Member. Director agrees that following any termination of this Agreement, he shall cooperate with Company in the winding up or transferring to other directors of any pending work and shall also cooperate with Company (to the extent allowed by law, and at Company’s expense) in the defense of any action brought by any third party against Company that relates to the Services.
Termination Obligations. Upon termination of Executive’s employment with the Company, the Company shall have no further obligation to Executive except as specifically provided under this Agreement; provided, however, that termination of Executive’s employment shall not affect Executive’s right to receive any compensation or bonuses which have accrued but have not been paid through the date of termination. Executive shall return to the Company any and all equipment including, without limitation, electronic equipment, keys, credit cards, and the like, owned by the Company and used by Executive.
Termination Obligations. (a) Executive hereby acknowledges and agrees that all personal property, including, without limitation, all books, manuals, records, reports, notes, contracts, lists, and other documents, and equipment furnished to or prepared by Executive in the course of or incident to his employment, belong to the Company and shall be promptly returned to the Company upon termination of the Period of Employment.
(b) Upon termination of the Period of Employment, the Executive shall be deemed to have resigned from all offices and directorships then held with the Company or any subsidiary or affiliate thereof.
Termination Obligations. (a) The Executive hereby acknowledges and agrees that all personal property and equipment furnished to or prepared by the Executive in the course of or incident to the Executive's employment by the Company belongs to the Company and shall be promptly returned to the Company upon termination of the employment. "PERSONAL PROPERTY" includes, without limitation, all books, manuals, records, reports, notes, contracts, lists, blueprints, and other documents, or materials, or copies thereof (including computer files), and all other proprietary information relating to the business of the Company or any affiliate. Following termination of employment, the Executive will not retain any written or other tangible material containing any proprietary information or Confidential Information (as defined below) of the Company or any affiliate of the Company.
Termination Obligations. (a) You agree that all property, including, without limitation, all equipment, proprietary information, documents, books, records, reports, notes, contracts, lists, computer disks (and other computer-generated files and data), and copies thereof, created on any medium and furnished to, obtained by, or prepared by you in the course of or incident to your employment, belongs to the Company and shall be returned to the Company promptly upon any termination of your employment.
(b) Upon your termination for any reason, and as a condition of your receipt of any severance benefits hereunder, you will promptly resign in writing from all offices and directorships then held with the Company or any affiliate of the Company.
(c) Following the termination of your employment with the Company for any reason, you shall fully cooperate with the Company in all matters relating to the winding up of pending work on behalf of the Company and the orderly transfer of work to other employees of the Company. You shall also cooperate in the defense of any action brought by any third party against the Company.
Termination Obligations a. The Company’s obligations to make any payments hereunder in respect of any termination of your employment, other than payment of the Accrued Obligations, will be conditioned upon your execution and delivery of a customary general release in form and substance satisfactory to the Company (the “Release”). Payment of any severance payment or benefit (other than Accrued Obligations) will be made as soon as practicable, but no later than 60 days, after your Termination Date, provided (i) you have executed and submitted the Release; (ii) the statutory period, if any, during which you are entitled to revoke the Release has expired; and (iii) for any amounts subject to Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) if the 60-day period begins in one calendar year and ends in the subsequent calendar year, payment will be made in the subsequent calendar year. Subject to your execution and delivery of the Release in accordance with this paragraph, in no event shall any lump sum payable to you under this agreement be paid later than March 15th of the year following the year in which the Termination Date occurs.
b. Upon termination of your employment hereunder, you shall return any and all of the Company’s property, including, without limitation, all computers and other electronic devices, automobiles, keys, credit cards, identification tags, documents, files, memoranda, notes, plans, records, reports, computer software and other documents and data (and copies thereof), regardless of format, which you may then possess or have under your control.
c. Notwithstanding anything to the contrary contained herein, upon termination of your employment for any reason, you shall be deemed to have given the Company notice of your resignation from any and all positions as officer of the Company and as member of the Board or other similar governing body of the Company, to the extent applicable.
d. Following the Termination Date, you shall, to the extent reasonably requested by the Company, and except as may be required by applicable law, cooperate in good faith with and assist the Company in the pursuit, defense or investigation of any claim, administrative charge or cause of action by, against or concerning the Company as to which you, by virtue of your employment with the Company, have relevant knowledge or information, including by acting as the Company’s representative in any such proceeding, and, without the necessity of a subpoena, providing truthful ...
Termination Obligations. (a) Upon the termination of my relationship with the Company or promptly upon the Company's request, I shall surrender to the Company all equipment, tangible Proprietary Information, documents, books, notebooks, records, reports, notes, memoranda, drawings, sketches, models, maps, contracts, lists, computer disks (and other computer-generated files and data), any other data and records of any kind, and copies thereof (collectively, "Company Records"), created on any medium and furnished to, obtained by, or prepared by myself in the course of or incident to my relationship with the Company, that are in my possession or under my control.
(b) My representations, warranties, and obligations contained in this Agreement shall survive the termination of my relationship with the Company.
(c) Following any termination of my relationship with the Company, I will fully cooperate with the Company in all matters relating to my continuing obligations under this Agreement.
(d) I hereby grant consent to notification by the Company to any of my future employers or companies I consult with about my rights and obligations under this Agreement.
(e) Upon termination of my relationship with the Company, I will execute a Certificate acknowledging compliance with this Agreement in the form reasonably requested by the Company.
